


Learn to Love by Loving

by fiddleyoumust



Category: Bandom, Panic At The Disco
Genre: F/M, Genderswap
Language: English
Status: Completed
Published: 2011-01-03
Updated: 2011-01-03
Packaged: 2017-10-14 08:56:14
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,791
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/147563
Author URL: https://archiveofourown.org/users/fiddleyoumust/pseuds/fiddleyoumust
Summary: <blockquote class="userstuff">
              <p>Always a girl!Spencer and Brendon work out their issues~</p>
            </blockquote>





	Learn to Love by Loving

Spencer's knees hurt and the angle was all wrong, but Brendon had his hands in her hair, applying enough pressure that all Spencer could really do was keep sucking. Spencer wasn't a fan of giving blow jobs while on her knees, but she was here now, and Brendon was making these little noises in the back of his throat that made her feel pretty accomplished.

Brendon tightened his grip, pulling on Spencer's hair until she had no choice but to tilt her head back and look up the length of Brendon's body. Brendon was breathing hard, his eyes glassy from too much beer, and he was biting his lip, obviously trying to hide one of his annoying smirks.

Spencer pulled off, watching as a small string of spit stretched out from her bottom lip to the head of Brendon's cock. Blow jobs were really stupid and really messy and Spencer really didn't know what is was about tequila shots that made her want to give them to Brendon all the time.

"What's so funny?" Spencer asked, looking back up at Brendon's face.

Brendon gave up, smirking outright and running his thumb along Spencer's bottom lip. "I thought we weren't doing this again," he said.

Spencer rolled her eyes and leaned back in to lick over Brendon's cock, smiling to herself when he hissed and rolled his hips forward. She took him back in, tilting her head back in invitation. Brendon didn't waste any time. He twisted his hands in her hair again, tipping her head back even further so that he could thrust forward, fucking his way into her mouth.

Spencer did her best to relax into it, opening her throat and concentrating on suppressing her gag reflex. It never really worked as well as she wanted it to, and sometimes the noises she made were downright embarrassing, but Brendon never seemed to mind.

Brendon had his eyes closed, his nostrils flaring out a little at every ragged breath, and Spencer knew he was getting close. It was too late to ask him what he wanted. Spencer figured that since she was the one kneeling on the pavement outside, ruining her jeans and getting a crick in her neck, that it should be her decision anyway. She pushed his hips up hard against the wall of the building, pinning him there and pulling off enough that she could wrap a hand around the base of his cock.

She used her hand and her mouth to finish him off, letting his come pool on her tongue, sucking him through it until he slumped back against the wall. Spencer leaned back and spit a few times before grabbing Brendon's hip, using him to brace herself so that she could get back up on her feet.

Brendon looked blissed out, leaning against the wall with his hair all over the place and a satisfied grin on his face. It really turned Spencer on, the way he was malleable and soft and calm after an orgasm.

He reached for her, pulling her in close and kissing her gently on the lips. Spencer sighed against his mouth, her fingers digging into his hip gently.

"Thanks," Brendon said, pushing his hips and shoulders against the wall, boosting himself back up so that he was standing without the support of the building behind him. Spencer didn't know where to put her hands, so she let them fall away. Brendon turned her, pushing her back into the wall and Spencer's breath caught in her chest, her heart twisting a little. "That was really good," Brendon continued.

Spencer didn't know what to say. "Thanks?" she said. Her skin felt tight and itchy and she felt really confused.

Brendon smiled and leaned in to kiss her again. "No, thank you," he said. He stepped back and ran his fingers through his hair, shaking his head and laughing a little to himself. "I guess we should get back."

Spencer went from confused to irritated in the blink of an eye. Brendon was always like this afterward. It was fine to have his dick in Spencer's mouth when they were both a little tipsy and feeling warm and good, but later, after he'd gotten what he wanted, it was like he didn't know how to act. Spencer sometimes felt like Brendon was almost sorry it was her and not some random bar hookup. Like it was some kind of inconvenience that he actually had to deal with her afterward.

Spencer frowned and tried to look Brendon in the eye, but apparently the wall behind Spencer's head was really interesting because Brendon refused glance her way. "You go ahead," Spencer said. "I'm just going to straighten myself out."

Brendon nodded once, looking slightly relieved, and started walking back toward the bar where Jon and Ryan were waiting.

Spencer scrubbed her hands over her face and banged her head lightly against the wall. She called herself a couple of vicious names and then silently swore to herself that she was never giving Brendon Urie another blow job for as long as she lived.

It wasn't the first time she'd made the promise to herself, and somewhere deep down she knew it probably wouldn't be the last. Maybe she should stop getting drunk with Brendon. She didn't seem to have these problems when they were both sober. When she wasn't drinking, she could control the way her stomach got all twisty and her heart started beating stupidly fast around him. Clearly tequila was the problem here.

The back door to the bar popped open and Spencer looked up, clutching her chest. Jon smiled sheepishly at her from the doorway.

"Didn't mean to scare you," he said.

Spencer shrugged and pushed away from the wall. "It's okay. What's up?"

Jon stepped out into the alley and lit a cigarette. "Ryan says if you're done with your self-flagellation, he's ready to go."

Spencer rolled her eyes and scrubbed the toe of her shoe against the pavement. "You got another cigarette?" she asked, looking up and smiling at Jon.

"Sure," he said, pulling out the pack.

Spencer took it from him, leaning in to let him light it for her. They stood in the alley and smoked in silence for a while. "You okay?" Jon asked suddenly, breaking the quiet.

Spencer pursed her lips and rolled her eyes. "I just feel stupid," she said.

Jon nodded and asked, "You need a hug?"

Spencer smiled but shook her head. "Nah, I'm a big girl. I can take my lumps."

Jon flicked his cigarette butt out into the alley. "Who said it was for you? Maybe I just need a hug," he said.

Spencer didn't buy it for a second, but she was feeling pretty crappy about herself and Jon gave really good hugs, so she leaned in and let him wrap his arms around her. "I'm not going to suck your dick," she said jokingly.

Jon laughed, a bright burst of sound against Spencer's ear, and she felt a little bit better.

 

###

 

Spencer wasn't much of a breakfast person, but she did have a fondness for Trix. She was old school about them though. She hated that they had added blue ones to the mix since she was a kid. It was just so wrong, right up there with that year or two where the cereal were fruit shaped instead of little puff balls. Spencer was a Trix purist.

Brendon was eating Spencer's Trix.

"That better not be the last of them," Spencer said.

Brendon looked up, chewing and shrugging his shoulders. He looked completely nonplussed. "There's other shit," he said, waving his hand toward the cabinet.

Spencer glared. Brendon was the most inconsiderate dickwad sometimes. "You know that's the only kind I like. Why didn't _you_ eat some of the other shit?"

Brendon was reading Rolling Stone, already not paying attention to her anymore. "I wanted Trix," he said.

Something in Spencer's brain snapped. It was like her normal, rational self was suddenly taken over by some kind of insane, hormonal, crazy person. Spencer went to the cabinet and started grabbing cereal boxes, turning and lobbing them across the bus at Brendon.

The first one hit him in the shoulder and then bounced off and took out his bowl of cereal, sending milk flying all over the place. "What the fuck?" Brendon shouted, putting his hands up in a defensive gesture.

Spencer threw another box at him and watched as he deflected it with his hands. "You're so fucking inconsiderate," Spencer yelled. "Do you ever think about anyone but yourself?"

"You're crazy," Brendon said, looking at her disbelievingly. "Are you on your period or something?"

Spencer threw another box and another, and then she grabbed a box of Pop Secret and threw that, too. "Fuck you," she snarled. "Just because a girl gets mad doesn't mean she's on her god damn period. You're just a fucking douchebag. You're selfish and rude and you never put the fucking toilet seat down."

That was an old fight that Spencer had been having with him for years. Brendon insisted that since Spencer was out numbered three to one that she should be the one to have to put the seat down. His logic hadn't seemed unreasonable, but since it meant Spencer had to touch a seat that Jon and Ryan and Brendon had most definitely all pissed on at one time or another, it _had_ seemed kind of douchey.

Brendon stared at her incredulously, long enough to take a deep breath. "You know what?" he said. "Fuck _you_. You're on tour with a bunch of guys. I ate your fucking cereal. You have to touch a toilet seat sometimes. You're on _tour_ with a bunch of _guys_. If you can't hack it, maybe you're in the wrong line of work."

Spencer wished she had more stuff to throw at him.

"Don't try to make this about me being a girl," Spencer said coldly. "I'm an amazing drummer and I love being in this band. I'm good at my job. I can _hack_ it just fine."

Brendon continued to glare at her. "What the fuck is your problem then?" he asked. "You're being really mean."

Spencer hated it when Brendon did that. She hated him looking sad or deflated or upset. She hated it, and she was almost positive he knew it and used it to his advantage. "Sometimes I really wish we weren't friends," Spencer said. She didn't mean it in a cruel way. She just... sometimes it felt like dealing with Brendon would be easier if she didn't love him so much.

Brendon looked like he wanted to cry and Spencer didn't know if it was from anger or something else, but she wasn't sure she would be able to handle it if he actually did. Brendon's voice sounded rough and cracked when he said, "You just threw things at me and called me a selfish asshole. I ate some of your cereal, Spencer."

Spencer's stomach bottomed out. She felt ashamed and she wanted to go to him and put her fingers in his hair and soothe him. She was still angry though, mostly at herself, so she bit her lip instead. "I'm sorry," she said. "I shouldn't have thrown things at you."

Brendon said, "I'm sorry I ate your cereal. I'll buy you some more when we stop, okay?"

Spencer nodded and Brendon got up to grab some paper towels. Spencer grabbed some too and they started cleaning up the spilled milk together.

"I don't think we should sleep together anymore," Spencer said suddenly.

Brendon stopped wiping the table, but he didn't look up. His shoulders looked tense. This wasn't the first time they'd had this conversation.

"Or, well," Spencer stuttered. "I don't think we should do whatever it is we do sometimes. It makes me feel kind of shitty." Spencer had always managed to leave that part out when she and Brendon had talked about whatever it was that they did together when they were drunk.

Brendon said, "I always thought it felt pretty good," and Spencer snorted.

"Well sure," she said. "You get to have all the fun."

She was trying to make it light-hearted, to take some of the edge off, but Brendon just kept looking at her with those serious eyes.

Spencer could feel her cheeks getting hot. She suddenly wished she could hide, or that she hadn't said anything at all. "I was kidding," she said. "It's not a big deal."

Brendon took a step toward her and kissed her. It was just a light brush of dry lips, but it made Spencer shiver anyway. She closed her eyes and sighed. When she opened them Brendon was staring at her mouth. She licked her bottom lip and watched the way his eyes followed her tongue. Spencer tilted her chin out and Brendon leaned in and kissed her again, deeper and wetter and with tongue.

Brendon made a noise against Spencer's mouth, a needy little moan that had her feeling hot all over. Spencer stepped back and tried to catch her breath.

"I thought we just decided we weren't doing that anymore," Spencer said.

Brendon reached out and grabbed Spencer's hand, twisting their fingers together. "Sometimes I wish we weren't friends too," he said, only it didn't sound anything like the way Spencer had meant it.

Spencer felt everything slow down, like she was walking through a giant spider web. "I don't..." she said. "I didn't mean..."

"I think maybe we should try having sober sex instead," Brendon interrupted.

Spencer swallowed and her brain started doing this weird thing where it imagined Ryan and Jon walking in on her giving Brendon a blow job by the breakfast table. "I'm not blowing you in the middle of the bus," Spencer said.

Brendon laughed and pulled her closer, kissing her cheek lightly before he turned and pulled her down the hall with him.

Brendon opened the door to the back lounge. The television was turned up way louder than was necessary, and Jon muted it as Ryan asked, "Is the war over?"

Spencer flipped him off with her free hand, but she smiled at him so he would know she wasn't being serious. "For now we're fine," Spencer said.

Brendon said, "I can't say the same for the Cinnamon Toast Crunch. I'm afraid it was lost in the battle."

Jon laughed, but Ryan looked genuinely horrified. "You're replacing that," he said, looking at Spencer.

"Sure," Spencer said, trying to look contrite. "I know how much it sucks not to have your cereal when you want it."

Brendon looked at her and said, "I said I was _sorry_."

Spencer leaned against him and said, "I know. Me too."

The room got uncomfortably quiet. Brendon still had Spencer's hand in his, and it suddenly made her feel like Ryan and Jon were staring at them. She tried to pull her hand away, but Brendon tightened his grip, squeezing his knuckles against hers insistently. He grinned mischievously, turning and kissing Spencer hard and messy. When he pulled away he looked back at Ryan and Jon, who were both trying to look at anything but the two of them.

"I'm going to try to get Spencer to take her clothes off for me. That'll probably be easier if you guys leave," Brendon said.

Jon snorted and rolled his eyes. Ryan said, "Jesus, Brendon. Can't you just ask us to leave like a normal person?"

"I thought I just did?" Brendon said.

Ryan looked at Spencer, quirking his eyebrow in a question. There was more than fifteen years of friendship between them, and Ryan didn't need to speak for Spencer to understand the concern in the gesture.

Spencer smiled reassuringly at him, shrugging her shoulders a little. It seemed like it was answer enough, because Ryan bumped shoulders with Jon and grabbed his Ipod off the table before standing up. Jon got up, too, and followed Ryan out of the room.

Spencer felt nervous as she watched Jon close the door behind him. It was a ridiculous feeling because this was Brendon. She'd seen him naked countless times. She'd heard him say the stupidest shit at the most inopportune moments. They'd both seen the worst the other person had to offer and they were still friends.

Spencer realized that was probably the problem. She was really afraid that if they did this, sober and with their eyes wide open, they weren't going to have anyone to blame but each other if it all went to hell. Spencer wondered if she could just get on her knees, get him off, and pretend this had never happened, like all the other times.

Spencer dropped to her knees and looked up, giving Brendon what she hoped was a coy smile. Brendon's eyebrows were drawn together. He looked frustrated and he surprised Spencer by dropping to his knees too.

His mouth was really close to hers, their breath heating each other's lips and Spencer just really wanted him. It was a very real possibility that Spencer had it pretty bad for Brendon. If she was completely honest, she could admit she'd had a thing for him for years and years. She'd always really _liked_ him, his enthusiasm for music and life, his kindness, his wicked sense of humor. She even liked his childishness and his occasional tantrums.

Spencer leaned in and kissed Brendon. His lips were really soft and he moved them down to her chin and her neck, dragging his teeth across the skin of her throat.

Spencer really liked Brendon's mouth too.

"I don't want to fuck us up," Spencer said, breathlessly.

Brendon pulled back, looking at Spencer disdainfully. "You're one of my best friends," he said. "We're always going to be friends."

Spencer's could feel her heart pounding. It was nice to hear even if she knew they might not be able to keep their word after everything was said and done. "I've just always really liked you," Spencer whispered. "I really like us."

Brendon bit his bottom lip and took a deep breath through his nose before standing up again. He reached down for Spencer's hand and pulled her up, too. Spencer felt disappointment settle in her stomach. She hadn't admitted to herself how much she really wanted this until now.

Spencer let out a surprised squeak when Brendon reached out and undid the button of her jeans. His knuckles dragged slowly against her stomach as he slid her zipper down.

"This okay?" Brendon asked. The way he was looking at her was making her a little nervous, but she wasn't going to let that stop her. Spencer nodded her head and Brendon hooked his thumbs into the waist of her jeans and tugged them down her hips, crouching down to help her pull them off. Spencer braced a hand on Brendon's shoulder and lifted her foot off the ground so Brendon could tug the material off her legs.

Spencer was already breathing hard, but she nearly stopped when Brendon leaned forward and kissed her hip bone, nosing along the edge of her cotton panties. Spencer could feel the damp heat of his mouth through the material, and her fingers curled reflexively into his shoulders.

"Go sit on the couch," Brendon said, kissing her stomach quickly.

Spencer took three short steps back and sat down on the small couch. There really wasn't much room on a bus, no matter where you were. Spencer didn't know how they were going to do this, but she stopped worrying when Brendon stayed on his knees and crawled to her instead of standing back up.

Watching Brendon crawl on his hands and knees was just stupidly hot. Spencer wiggled a little on the couch, pressing her ass against the cushions to try and get some kind of relief. Everything was getting hot and tingly and she was more than ready for Brendon to touch her.

Brendon trailed his fingers along the inside of Spencer's thigh. The pads of his fingers were rough against her skin, making her inhale sharply. Brendon leaned over and kissed her knee, moving his mouth up her thigh until Spencer could feel him breathing against her. He mouthed at her underwear, scraping his teeth gently and Spencer couldn't stop herself from moaning and pushing her hips up off the couch.

Brendon looked up and smiled. "Lift your hips," he said, sliding his fingers under the elastic of her panties.

Spencer lifted her hips and Brendon slid them down her legs, dangling them from one finger playfully before he let them drop to the floor.

"Brendon," Spencer begged, sliding forward a little more and spreading her legs wider.

Brendon rested his head against Spencer's leg and bit down into her thigh gently. "What do you want?" he asked, looking directly into her eyes.

Spencer felt hot all over. She reached out and threaded her fingers through Brendon's hair, yanking as she said, "Your mouth. I really want you to put your mouth on me."

Brendon let his cheek drag along Spencer's thigh as Spencer pulled his head toward her by his hair. His skin felt rough against her skin, making her squirm along the edge of the couch. Brendon nudged his way further between her thighs, reaching between her legs and dragging his thumb through her pubic hair and down across her clit.

Spencer inhaled sharply as Brendon groaned and said, "I love how wet you are already. So fucking hot how much you want me."

Hearing Brendon say shit like that made Spencer's stomach twist with desire. She'd imagined them being like this countless times, but she'd never really thought it would happen. She knew from giving Brendon head that he had a filthy mouth. Part of her wanted to wait him out, to see what else he might say to keep her wet and throbbing, but another part of her really wanted him to put his mouth to better use. She nudged her foot against his leg and bit her lip, pulling the skin between her teeth.

Brendon didn't waste any more time on words. He lowered his head, stopping to kiss her stomach and the skin above her bikini line. He moved his head down and licked, pressing his tongue flat against her clit.

Spencer sank her fingers back into Brendon's hair, pushing her hips up against his mouth and using his hair to hold his head in place. It wasn't really necessary. Brendon wasn't trying to go anywhere. He worked his tongue against her clit, a firm pressure that felt really good even if Spencer knew it wasn't going to be enough.

"Can you..." Spencer stuttered out as Brendon moved his tongue off her clit and shouldered between her legs even more, lifting one of them to hang over his shoulder.

"Can I what?" Brendon asked, licking along his lips. His entire mouth was shiny and wet, and the look of concentration on his face made Spencer shudder.

"Can you... with your fingers?" Spencer asked.

Brendon swallowed, biting his lip, and Spencer could see the hint of a wicked smile in the upturned corners of his mouth. "How many?" he asked

Spencer couldn't think. She wanted Brendon to go back to what he'd been doing. She wanted Brendon to finish eating her out, but she also thought about Brendon playing the piano and the guitar and the drums. She thought about Brendon's fingers playing her, and just -- _hell yes_. She wanted that, too.

"Two," Spencer said. "Start with two."

Brendon moved his hand between her legs, sliding his index finger easily inside. It didn't really feel like much of anything until Brendon twisted and pressed up firmly before pulling back and adding his middle finger.

It really was like Brendon was playing her, fucking her with two fingers, changing the speed and angle until Spencer was writhing on the couch, thrusting her hips back onto Brendon's hand.

"Please, please, please," Spencer begged and Brendon leaned forward, nosing her t-shirt up to kiss her ribs, to nip at her stomach, to bite at the jut of her hip bone. His fingers never stopped moving inside her. It was perfect and painful and not nearly enough to send her over the edge, and she was pretty sure Brendon knew it.

"Please," Spencer tried again. "Brendon, please."

"Tell me," Brendon said, running his thumb quickly, teasingly across her clit.

"I want your mouth," Spencer begged. "I want you to make me come with your mouth."

Brendon said, "You have to tell me," as he bent lower, his mouth so close that Spencer could feel his breath across her pubic hair. "You can pull my hair if you want to. I like it."

Spencer groaned and used her hand to push his head between her thighs. He went willingly, using his tongue against her clit while he fucked her slowly with his fingers. Spencer knew she wasn't going to last much longer. She could feel the pressure building, but she needed more. She needed...

"Harder," she panted. "With your tongue, harder and faster."

Brendon sped up, pressing his tongue hard against her, moving so fast that Spencer knew he had to be getting tired. It still wasn't quite enough. Spencer didn't know what more to ask for. She was right on the edge and she knew she could ask Brendon to back off, that she could get herself there easy, but she didn't know how to tell him what she needed.

She bucked her hips in frustration and Brendon moved his fingers, curving them up, pressing hard, and that was it. Spencer's back bowed off the couch, pushing hard against Brendon's face, squeezing her thighs closed tight and working herself against Brendon's tongue as she came. Brendon never stopped, even though Spencer knew it was probably getting hard to breathe. He worked her through it, only pulling back when she let her legs drop bonelessly back to the couch.

Spencer was vaguely aware of Brendon climbing up on the couch beside her, their sides pressed together in the small space. She kept her eyes closed, breathing deeply, waiting for her ears to quit ringing and her breathing to even out.

"So," Brendon said, and Spencer could hear the smug satisfaction lacing through his voice.

Spencer opened her eyes, blinking until her vision came back into focus. She turned her head, rolling her skull against the cushions to look at Brendon. "You were okay," she said.

Brendon snorted, smiling like a maniac. "Whatever. I'm awesome," he said, leaning in to kiss Spencer on the corner of her mouth.

Spencer moved her head a little, lining their mouths up properly and opening up, letting Brendon slide his tongue against hers slow and lazy. She moved her hand down between them, cupping Brendon's cock through his jeans. Brendon groaned, but he reached between them and pulled Spencer's hand back, lacing their fingers together and pressing her arm down into the couch. Spencer gave Brendon a confused look.

"That was just for you. I definitely owe you one," Brendon said.

Spencer felt her heart give a little lurch, which was completely stupid. If they were going to be keeping score, Spencer was ahead by leaps and bounds. Spencer rolled her eyes and said, "You owe me more than one."

Brendon's eyes narrowed mischievously, making Spencer's pulse pick up, thrumming loudly in her ears. "Oh yeah? he said. "How many do I owe you?"

Spencer bit her lip and though about it. "Fifty maybe?" she said and watched as Brendon's eyes widened a little.

"I think you're drastically overestimating there," Brendon remarked.

Spencer shrugged, sitting up to pull her shirt over her head and toss it away. Brendon's eyes settled on the swell of her breasts at the top of her bra. "Hey, up here," she said, smacking Brendon's arm. "I'm tacking a few on for pain and suffering and interest. You can't go years with one-sided oral and not expect the payback to be steep."

Brendon laughed, throwing his head back against the couch. Spencer really loved his laugh, loved making him do it.

Brendon settled eventually, still smiling fondly at her. He leaned in and kissed her again. It was something Spencer could definitely get used to. Kissing Brendon was not a hardship at all.

"Fifty?" Brendon asked.

Spencer nodded seriously, trying and utterly failing to look sympathetic.

Brendon kissed her once more, quickly and off center, before he slid gracefully off the couch and onto his knees. "In that case," he said. "We should probably keep going. I have a lot of catching up to do."

Spencer spread her legs and closed her eyes and smiled.


End file.
